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t . SUPERINTENDENT'S EMPLOYMENT CONTRACTTHIS CONTRACT OF EMPLOYMENT, made this12-.ut(day of July, 2010, between theBOARD OF EDUCATION OF THE GUILDERLAND CENTRAL SCHOOL DISTRICT (hereinafterreferred to as "Board"), and DR. MARIE T. WILES (hereinafter referred to as "Superintendent").WHEREAS, the Board, by Resolution duly enacted on July ll, 2010, has appointed Dr. Marie T.Wiles to the position of Superintendent of Schools of the Guilderland Central School District for theperiod of three (3) years and nine (9) months, commencing October 1, 2010 and ending June 30, 2014;andWHEREAS, the parties are desirous of setting forth in more detail in this employment contractthe terms, covenants, and conditions of said appointment:1.Statement of Duties.During the term of this Agreement, the Superintendent shallfaithfully, diligently and in accordance with the accepted professional standards perform and dischargethe duties and responsibilities of Superintendent of Schools as the same are set forth in the EducationLaw and the Rules and Regulations of the Commissioner of Education of the State of New York, andother applicable statues, laws, rules, and/or regulations and the duties and/or responsibilities establishedby the Board, pursuant to such statues, laws, mies and/or regulations, as presently in effect or hereinaftercreated or amended, provided that any duties assigned by the Board shall be consistent with those of aSuperintendent of Schools in the State of New York.2.Meetings of the Board. The Superintendent shall be notified of and shall have the right toattend all meetings of the Board, including executive sessions of the Board, except that the Board mayexclude the Superintendent from any portion of a meeting during which they are discussing herperformance or compensation.I
3.Board Referral. The Board shall promptly and discretely refer to the Superintendent, forher study and recommendation, any and all criticisms, complaints, suggestions, communications orcomments regarding the administration of the District or the Superintendent's performance of her duties.4.Inspection of Superintendents Personnel File. Any inspection of the Superintendent'spersonnel file by the Board will be done with her consent or pursuant to the procedures of Part 84 of theRules of the Board of Regents.5.Professional Obligations. Further, during the term of this Agreement, the Superintendentshall devote her full time, skills, labor and attention to the performance and discharge of her variousassigned and prescribed duties and/or responsibilities, provided, however, that, upon the approval of theBoard, the Superintendent may undertake consultation work, speaking engagements, writing, lecturing orother professional duties, obligations and activities, with or without remuneration, so long as suchactivities do not materially affect the performance and/or discharge of the Superintendent's duties and/orresponsibilities under this Agreement. The Superintendent represents that she will, throughout the termsof this Agreement, hold a valid certificate to act as a Superintendent of Schools in the State of New Yorkand that proof of such certificate will be furnished to the District Clerk upon request of the Board. It isexpressly understood that failure to hold and maintain such certification shall be cause for immediatetermination of this Agreement and of employment of the Superintendent.Consistent with and pursuant to Education Law section 211-b(S)(a), the Superintendent isrequired to and shall cooperate fully with any distinguished educator appointed by the Commissioner.6.Work Year. The Superintendent shall work the full school year, excluding only daystaken pursuant to holidays (as established in the school calendar for Administrators), conferences,professional activities, vacation or leave provisions of this Agreement.2
7.Evaluation.(A)The Board shall devote a portion of one meeting during the month of May or June in eachyear of the Superintendent's employment to conduct, in executive session, an evaluation of herperformance and her working relationship with the Board. The Board shall include the Superintendentin such discussion for, at least, a portion of the executive session.For the 2010-11 school year, theevaluation shall consist of an overall assessment of the Superintendent's performance for that year.Evaluations in all successor years shall be based upon performance criteria and goals mutually agreedupon by the Board and the Superintendent no later than the month of August each year. A finalevaluation shall be reduced to writing in a form mutually agreed upon by the parties no later than June30 of each school year. The Superintendent shall be provided with a copy of the written evaluation,signed by the Board president, and shall have the opportunity to meet with the Board to discuss, withinten ( 10) days of her receipt of same.(B)Any performance evaluation prepared pursuant to this Agreement shall be confidentialand shall be kept so by the Board and individual Board members.(C)By no later than June 30, 2012, and by each June 30th thereafter, upon request of theSuperintendent, the Board shall meet to consider extending the tenn of the Superintendent's employmentfor an additional one year period. At such time, if the Board fails or refuses to affirmatively vote forsuch an extension by a simple majority of the Board, the Agreement shall terminate upon the conclusionof the unexpired term.3
(D)This Agreement or any extension thereof shall not, under any circumstance, be deemed tobe automatically extended. Any extension of the term of the Superintendent's employment shall be inthe form of an amendment to this Agreement; and shall be upon the same terms and conditions as hereinset forth unless otherwise agreed in writing by the parties.8.Compensation.The Superintendent's base salary shall be 175,000 prorated for theperiod October 1, 2010 through June 30, 2011. For the period July 1, 2011 to June 30, 2012, her salaryshall be at least 176,750 and for the period 2012-13 her salary shall be at least 178,518. Thereafter,the Board shall determine the Superintendent's compensation for each successive one year period oneach July 1st of each successive year. In no event shall the Superintendent's salary during any year ofthis Agreement be reduced below her annual salary for the preceding year. The Superintendent maychoose to contribute a portion of her salary to a tax sheltered annuity.9.Professional Development.The Board of Education expects the Superintendent tocontinue her professional development and further expects her to participate in relevant learningexperiences. The Superintendent may, within the limits of funds budgeted therefore or with prior Boardapproval and at the District's expense, attend professional meetings, state and national conferences forthe purpose of keeping apprised of developments in the educational field and school administration. TheSuperintendent shall file an itemized statement with the Treasurer as regards all expenses, reasonableand necessary, incurred in connection with such conference attendance conducted on behalf of theSchool District.4
10.Vacation. The Superintendent shall be granted paid vacation of twenty (20) days annuallywith such leave credited on July 1 of each year (such leave shall be prorated in the first year ofemployment). She may accumulate up to a maximum of thirty (30) unused vacation days. Whenever theaccumulated unused vacation days reach the maximum of thirty (30), no further accrual shall occur untilsome day(s) are used to bring the accumulation below this maximum. Such accumulated vacation maybe carried over and used during any subsequent year of employment. Accumulated but unused vacationwill be paid upon separation of employment with the District to the Superintendent or in the event of herdeath, to her estate at the rate of 50% of her per diem rate, calculated as 11240th of her then current salaryrate, up to a maximum of 30 total days, and except that should the Superintendent leave the employ ofthe District before June 30 of any school year, vacation for that year shall be pro-rated for purposes ofpayment.11.Sick Leave. The Superintendent shall be credited with fifty (50) days of sick leave uponthe commencement of her employment with the District.Effective July 1, 2011 and each July 1thereafter, the Superintendent shall be credited with twenty (20) additional days of paid sick leave perschool year. Sick Leave may accumulate from year to year to a maximum of one hundred (100) daysincluding the initial fifty (50). The Board may require a medical examination by a physician it designatesto justify the use of sick leave, per the procedures contained in Education Law Section 913. The Districtshall not pay the Superintendent for any credited or accumulated but unused sick leave days at the timeshe leaves the employment of the District. The Superintendent may use up to fifteen (15) days of herannual sick leave days for illness in the immediate family. Immediate family is defined to be parents,spouse and children.5
12.Personal Leave. The Superintendent shall be granted three (3) personal business days pereach year of this contract. Such personal business days shall not be used to extend vacation and shall notaccumulate. The District shall not pay the Superintendent for any unused personal leave at the time sheleaves employment with the District.13.Bereavement. The Superintendent shall be entitled to five (5) bereavement days peroccurrence on a non-cumulative basis related to the death of immediate family members. Immediatefamily is defined to be spouse, children, siblings, parents or in-laws of each category.14.Superintendent's Disability.(A)Anything in this Agreement to the contrary notwithstanding, the Board is hereby giventhe option to terminate this Agreement in the event that during the period of employment theSuperintendent shall become permanently disabled as the term "perman.ently disabled" is hereinafterdefined.(B)The Superintendent shall be deemed permanently disabled in the event that by reasons ofillness, accident or other cause beyond her control, the Superintendent shall be incapacitated fromrendering the services required for a period of six (6) consecutive months, inclusive of leaveentitlements. At such time, the Board may at its option and upon written notice to the Superintendent,terminate this contract.(C)The Board reserves the right, during the Superintendent's term, in the event of herabsence of 30 consecutive days or more duration, due to illness, injury or other disability, to appoint anActing Superintendent of Schools who shall temporarily perform the duties of Superintendent at thepleasure of the Board. In the event of such illness, injury or disability, the Superintendent shall cause herphysician(s) to make a written report to the Board of her condition, and shall, at the Board's expense,6
submit to an examination by the Board's physician(s) designated for that purpose, at such reasonabletime or times as the Board shall request. The Acting Superintendent shall only be appointed until suchtime as the Superintendent returns to full, active duty.(D)In the event of the death of the Superintendent prior to the expiration of her appointment,this Agreement shall immediately terminate and the compensation herein provided shall be prorated tothe date of death.15.Medical Evaluation. The Superintendent hereby agrees to have a comprehensive medicalexamination once each school year. The Superintendent will submit to the President of the Board astatement certifying to the physical and mental competence of the Superintendent which statement shallbe filed with the Clerk of the Board and will be treated as confidential information by the District. Thecost of said examination in any amount not covered by health insurance will be paid by the District.16.Insurance.(A)The District will pay seventy-five (75%) percent of the premmm cost of theSuperintendent's health insurance program (currently including prescription drug, dental, optical)offered by the School District, provided she elects such coverage and pays the remaining premium cost.The seventy five (75%) percent payment shall apply to individual, two-person or family coverage aselected by the Superintendent.Upon her retirement from the District after eight (8) years of service to the District asSuperintendent of Schools, the Board will provide health insurance coverage, (currently includingprescription drug, dental, optical), under either an individual or family health insurance plan (based onindividual/family status) for the Superintendent, her spouse and her dependents; however, theSuperintendent's spouse shall only be eligible for such coverage so long as they remain married and7
shall only be eligible for single coverage should he survive her.The District will pay the samepercentage of the premium cost of the appropriate insurance plan, as was in effect on the date of herretirement.This paragraph shall survive the term and be enforceable after the termination of thisagreement, but shall only be available for so long as the Superintendent remains retired.(B)The Superintendent shall be entitled to participate in the District's group term lifeinsurance plan with a benefit of two times her annual rate of pay. In addition, the District will reimbursethe Superintendent up to 2,000 per school year toward the cost of other insurance chosen by theSuperintendent such as disability, long term care, etc. and/or participation in a Tax Sheltered Annuity.The District's premium payment obligation towards any life or other insurance shall cease upon theSuperintendent's termination of service for any reason.17.Flexible Benefits PlanThe Superintendent may participate in the IRC Section 125 plan for un-reimbursedmedical/dental expenses and elder/child care expenses. The District shall pay any administration expensesof the Plan.18.Residency and Moving ExpensesThe Superintendent shall be entitled to a one time reimbursement for the cost of moving herresidence to Guilderland, in an amount not to exceed 5,000. The Superintendent shall acquire two (2)estimates for moving and shall take tl1e quote with the lowest costs. The Board reserves the right to getits own estimate for moving.8
It is understood that the Superintendent will establish and maintain her residence within theboundaries of the Guilderland Central School District. Residency shall occur as soon as reasonable andpossible, but no later than twelve (12) months from the commencement of her employment with theDistrict.19.Mileage Reimbursement:The District shall reimburse the Superintendent for mileage at a rate established by the Board ofEducation for employees of the District when she is required to use her personal car in the performanceof her official duties as Superintendent.20.Equipment:The District shall provide the Superintendent with a cell phone, including PDAs and othersimilar electronic devices, and a laptop computer for her use. This shall include business and incidentalpersonal use. Such items shall be the property of the District and shall be returned to the District at thetime the Superintendent leaves the employment of the District.21.Legal Liability. In accordance with New York State Law and School District policyapplicable to all employees, the Board shall save harmless and protect the Superintendent from financialloss arising out of any claim, demand, suit, or judgment against the Superintendent provided that theforegoing arose while the Superintendent was acting in the discharge of her duties within the scope ofher employment and/or under the direction of the Board. The Board shall provide legal counsel to theSuperintendent to defend against any such claim, demand, suit or judgment. The Board shall not besubject to the obligation of this paragraph unless the Superintendent shall, within five (5) days of thetime she is personally served with any summons, complaint, process, notice, demand or pleading,provide the original or a copy of same to the Board.9
22.Expense Reimbursement. The District shall also reimburse the Superintendent for allreasonable and actual expenses incurred by her in connection with the transaction of School Districtbusiness inside and outside of the District, e.g., accommodations, meals, etc., in accordance with Boardpolicy. The Superintendent shall file an itemized statement with the Treasurer as regards all expenses,reasonable and necessary, incurred in connection with such transaction of business conducted on behalfof the District and shall be reviewed and approved by the Board president prior to issuance of payment.23.Professional Dues. The Board shall, upon request, pay the full amount of dues andassessments for the following professional associations or organizations:NYSCOSS, AASA andMASLA.24.Resignation.The Superintendent may resign at any time during the term of thisAgreement, provided she shall have furnished the Board with written notice of her resignation at leastninety (90) days prior to the effective date of such resignation. Should a resignation pursuant to thisparagraph take effect prior to the expiration date of this Agreement, the Superintendent shall not beentitled to continue to receive, nor shall the District be obligated to continue to provide theSuperintendent, any salary, expenses or fringe or personal benefits set forth herein or otherwise beingprovided by the District beyond the effective date of such resignation except vacation days which areaccrued and unused which will be paid as herein provided above.25.Termination of Services. The Superintendent shall not be discharged without good andjust cause. For the purpose of this agreement, good and just cause shall be (a) insubordination, immoralcharacter, conduct unbecoming a Superintendent; (b) inefficiency, incapacity, incompetence, or neglectof duty; (c) failure to maintain certification as required by the Education Law of the State of New Yorkand the Regulations of the Commissioner of Education.10
In the event the District, by the vote of at least six (6) members of the Board, believes that thereis good and just cause for termination of the Superintendent' s employment by the District, it shall causeto be served upon the Superintendent personally or by registered mail (1) written charges specifying thereasons therefore, and (2) notice of a fair hearing to be held not less than thirty (30) days from the date ofservice of said notice. In addition to the notice of charges and the notice of hearing, the Superintendentshall have the right to a fair hearing before an impartial hearing officer mutually agreed upon by theDistrict and by the Superintendent. If agreement cannot be reached with regard to a hearing officerwithin twenty (20) days after the service of written charges upon the Superintendent, either party mayapply to the American Arbitration Association, for an arbitrator, in accordance with the Voluntary LaborArbitration rules of procedure of said Association, to hear and determine the charges against theSuperintendent. The determination of the hearing officer or arbitrator shall be final and binding on bothparties to this Agreement. During proceedings upon said charges, the Superintendent shall be entitled torepresentation by legal counsel of her own choosing and at her own expense, and she shall be entitled todue process at all stages. The Board retains the right to suspend the Superintendent, with pay, untilcompletion of the proceedings.26.Miscellaneous.a)The validity or enforceability of any particular provision of this Agreement shall notaffect its other provisions and this Agreement shall be construed in all respects as if such invalid orenforceable provision has been omitted.b)This Agreement shall be construed and enforced in accordance with the laws of the Stateof New York.11
c)The failure of either party at any time to require the performance by the other of any ofthe terms, provisions, or agreements hereof, shall in no way affect the right thereafter to enforce sameand shall not constitute the waiver of either party hereto of any breach of any of the terms, provisions, oragreements or be construed as a waiver of such succeeding breach.d)The original of the Agreement shall be filed with the District Clerk.e)This Agreement constitutes the entire contract between the parties and contains all of theagreements between them with respect to the subject matter hereof. It also supersedes any and all otheragreements, contracts, and/or addenda, either oral or written, between the parties with respect to thesubject matter hereof.f)The Board and the Superintendent agree any adjustment in salary or modification in theterms or other aspects of this Agreement shall be in the form of a written amendment, which shallhereafter become a part hereof.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be subscribed on theday and year first above written.SU Dr. Marie T. Wiles12
Wiles to the position of Superintendent of Schools of the Guilderland Central School District for the period of three (3) years and nine (9) months, commencing October 1, 2010 and ending June 3 0, 2014; and WHEREAS, the parties are desirous of setting forth in more detail in this employment contract
